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110310_2010_A4_RFI_DOCDEREF_GB.ai 1 10/03/11 16:16 2010 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2010 1 PRESENTATION 6 INFORMATION ON THE PARENT OF THE BNP PARIBAS GROUP 3 COMPANY FINANCIAL STATEMENTS 297 1.1 Group presentation 4 6.1 BNP Paribas SA fi nancial statements 298 1.2 Key fi gures 4 Notes to the parent company financial statements 300 1.3 History 5 6.2 Appropriation of income and dividend distribution for the year ended 31 December 2010 329 1.4 Presentation of activities and business lines 6 6.3 BNP Paribas SA fi ve-year fi nancial summary 330 1.5 BNP Paribas and its shareholders 16 6.4 Subsidiaries and associated companies of BNP Paribas SA at 31 December 2010 331 CORPORATE GOVERNANCE 29 6.5 Details of equity interests acquired by 2 BNP Paribas SA in 2010 whose value exceeds 5% 2.1 Board of Directors 30 of the share capital of a French company 334 2.2 Report of the Chairman of the Board of Directors 6.6 Statutory Auditors’ report on the manner of preparation and organisation on the fi nancial statements 335 of the work of the Board and on the internal control procedures implemented by the company 42 2.3 Statutory Auditors’ report, prepared in accordance 7 SOCIAL AND ENVIRONMENTAL with Article L.225-235 of the French Commercial INFORMATION 337 Code on the report prepared by the Chairman of the Board of Directors 68 7.1. Human resources development 338 2.4 Executive Committee 70 7.2. NRE Appendices – Social chapter 357 7.3. NRE Appendices – Environmental chapter 366 3 2010 REVIEW OF OPERATIONS 71 3.1 BNP Paribas consolidated results 72 8 GENERAL INFORMATION 371 3.2 Core business results 73 8.1 Documents on display 372 3.3 Selected exposures based on Financial Stability 8.2 Material contracts 372 Board recommendations 82 8.3 Dependence on external parties 372 3.4 Balance sheet 90 8.4 Signifi cant changes 373 3.5 Profi t and loss account 93 8.5 Investments 373 3.6 Recent events 98 8.6 Founding documents and Articles of association 374 3.7 Outlook 99 8.7 Statutory Auditors’ special report on regulated agreements and commitments 379 4 CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN STATUTORY AUDITORS 381 ACCORDANCE WITH INTERNATIONAL 9 FINANCIAL REPORTING STANDARDS 9.1. Statutory Auditors 382 AS ADOPTED BY THE EUROPEAN UNION 101 4.1 Profi t and loss account for the year ended PERSON RESPONSIBLE 31 december 2010 104 10 FOR THE REGISTRATION DOCUMENT 383 4.2 Statement of net income and changes in assets and liabilities recognised directly in equity 105 10.1. Person responsible for the Registration document 4.3 Balance sheet at 31 december 2010 106 and the annual fi nancial report 384 4.4 Cash fl ows statement for the year ended 10.2. Statement by the person responsible 31 december 2010 107 for the Registration document 384 4.5 Statement of changes in shareholders’ equity between 1 jan. 2009 and 31 dec. 2010 108 TABLE OF CONCORDANCE 385 4.6 Notes to the fi nancial statements prepared in 11 accordance with International Financial Reporting Standards as adopted by the European Union 110 4.7 BNP Paribas Statutory Auditors’ report on the consolidated fi nancial statements 254 5 PILLAR 3 257 5.1 Scope of application 258 5.2 Risk management 262 5.3 Capital management and capital adequacy 263 5.4 Credit and counterparty risk 269 5.5 Market risk 286 5.6 Operational risk 289 5.7 Appendix: capital requirements of signifi cant subsidiaries 291 2010 Registration document and annual fi nancial report Only the French version of the Registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original document was fi led with the AMF (French Securities Regulator) on 11 March 2011, in accordance with article 212–13 of the AMF’s General Regulations. It may be used in support of a fi nancial transaction only if supplemented by a Transaction Note that has received approval from the AMF. This document includes all elements of the annual fi nancial report specifi ed by Section I of article L.451-1-2 of the Code Monétaire et Financier and article 222–3 of the AMF’s General Regulations. A table allowing cross-referencing between the documents specifi ed in article 222–3 of the AMF’s General Regulations and the corresponding sections of this document is provided on page 385. The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. 2010 Registration document and fi nancial report - BNP PARIBAS 1 2 2010 Registration document and fi nancial report - BNP PARIBAS PRESENTATION 1 OF THE BNP PARIBAS GROUP 1.1 Group presentation 4 1.2 Key fi gures 4 Results 4 Market capitalisation 4 Long term credit ratings 5 1.3 History 5 1.4 Presentation of activities and business lines 6 Retail banking 6 Investment solutions 9 Corporate and Investment Banking 12 BNP Paribas “Principal Investments” 15 Klépierre 15 1.5 BNP Paribas and its shareholders 16 Share capital 16 Changes in share ownership 17 Listing information 18 Key shareholder data 21 Creating value for shareholders 21 Communication with shareholders 23 Shareholder Liaison Committee 24 Dividend 25 Dividend evolution (euro per share) 25 BNP Paribas registered shares 26 Annual General Meeting 26 Disclosure thresholds 28 2010 Registration document and fi nancial report - BNP PARIBAS 3 PRESENTATION OF THE BNP PARIBAS GROUP 1 Group presentation 1.1 Group presentation 1 BNP Paribas, Europe’s leading provider of banking and fi nancial services, ■ BeLux Retail Banking, has four domestic retail banking markets in Europe, namely in Belgium, ■ Europe-Mediterranean, France, Italy and Luxembourg. ■ BancWest, It is present in over 80 countries and has more than 200,000 employees, ■ Personal Finance, including over 160,000 in Europe. BNP Paribas holds key positions in its ■ three activities: Equipment Solutions; ■ Investment Solutions; ■ Retail Banking, which includes the following operating entities: ■ Corporate and Investment Banking (CIB). ■ French Retail Banking (FRB), BNP Paribas SA is the parent company of the BNP Paribas Group. ■ BNL banca commerciale (BNL bc), Italian retail banking, 1.2 Key fi gures RESULTS 2006 2007 2008 2009 2010 Revenues (in millions of euros) 27,943 31,037 27,376 40,191 43,880 Gross operating income (in millions of euros) 10,878 12,273 8,976 16,851 17,363 Net income Group share (in millions of euros) 7,308 7,822 3,021 5,832 7,843 Earnings per share (in euros) (*) 7.81 8.25 2.99 5.20 6.33 Return on equity (**) 21.2% 19.6% 6.6% 10.8% 12.3% (*) Restated to account for the capital increases with maintained preferential subscription rights, carried out in 2006 and 2009. (**) Return on equity is calculated by dividing net income Group share (adjusted for interest on undated super-subordinated notes deemed equivalent to preferred shares issued by BNP Paribas SA and treated as a dividend for accounting purposes) by average equity attributable to equity holders at 1 January and 31 December of the period concerned (after distribution and excluding undated super-subordinated notes deemed equivalent to preferred shares issued by BNP Paribas SA). MARKET CAPITALISATION 31/12/2005 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 Market capitalisation (in billions of euros) 57.3 76.9 67.2 27.6 66.2 57.1 Source: Bloomberg. 4 2010 Registration document and fi nancial report - BNP PARIBAS PRESENTATION OF THE BNP PARIBAS GROUP History 1 LONG TERM CREDIT RATINGS 1 Standard and Poor’s: AA, negative outlook - rating confi rmed on 9 February 2011 Moody’s: Aa2, stable outlook - rating revised on 21 January 2010 Fitch: AA-, stable outlook - rating revised on 21 June 2010 1.3 History 1966 : Creation of BNP 1998 : Creation of Paribas The merger of BNCI and CNEP to form BNP represented the largest On 12 May 1998, the merger between Compagnie Financière de Paribas, restructuring operation in the French banking sector since the end of Banque Paribas and Compagnie Bancaire was approved. the Second World War. 1999 : A momentous year for the Group 1968 : Creation of Compagnie Financière de Paris Following an unprecedented double tender offer and a stock market battle et des Pays-Bas waged over six months, BNP was in position to carry out a merger of 1982 : Nationalisation of BNP and Compagnie equals with Paribas. For both groups, this was the most important event Financière de Paris et des Pays-Bas at the time since their privatisation. It gave rise to a new Group with tremendous of the nationalisation of all French banks prospects. At a time of economic globalisation, the merger created a In the 1980s, deregulation of the banking sector and the growing tendency leading player in the European banking sector. of borrowers to raise funds directly on the fi nancial market transformed 2000 : Creation of BNP Paribas the banking business in France and worldwide. BNP and Paribas merged on 23 May 2000. 1987 : Privatisation of Compagnie Financière Drawing on its strong banking and fi nancial services heritage, the new de Paribas Group’s objectives are to create value for shareholders, clients and With 3.8 million individual shareholders, Compagnie Financière de Paribas employees by building the bank of the future and becoming a leading had more shareholders than any other company in the world.